DemandTec, Inc. Watch

from S-1/A 3 pages Common Stock This Certificate Is Transferable in New York, Ny and Minneapolis, Mn Incorporated Under the Laws of the State of Delaware DemandTec, Inc. Common Stock See Reverse for Certain Definitions Cusip 24802r 50 6 Fully Paid and Nonassessable Shares of Common Stock, $0.001 Par Value, of DemandTec, Inc. (The “Corporation”), Transferable on the Books of the Corporation by the Record Holder Hereof, in Person or by Duly Authorized Attorney, Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Unless Countersigned and Registered by the Transfer Agent and Registrar. in Witness Whereof the Corporation Has Caused This Certificate to Be Signed by the Facsimile Signatures of Its Duly Authorized Officers. Dated: Countersignedand Registered: Wells Fargo Bank, N.A. Transfer Agent and Registrar by Secretary President and Chief Executive Officer

from S-1 49 pages DemandTec, Inc. Amended and Restated Investors’ Rights Agreement September 20, 2002